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Hello,
After months of asking my coop's managing agent WHO made up our current Board, and her sending me the list which made no sense, she told me this: "The board has the right to appoint board members until the next annual meeting which has been postponed due to the pandemic."
1. Does anyone know if this is true (calling Steve247) or, where I can reference the law on this?
2. What about the fact that they did so without notifying any shareholders?
3. What about oversight?
So now, the Board is a too-tight group of buddies including two who previously served and were subsequently rejected.
• One had verbally threatened another shareholder in front of everyone (including one of the MAs) at a previous meeting. Her response to being questioned—on not doing her job as sec'y properly (e.g. never taking minutes, etc.)—was met with her saying: "I have friends. I can mess you up." The following year, the same woman was nominated by her friend but NO ONE seconded her, so she was not elected. Now, suddenly she's on the board again.
• And the other had to leave due to being in the press for sexual harassment against multiple women at his own company. HE is an investor and has never lived in the building—been renting his apartment for more than 11 years. When he was president of the board, he was so arrogantly sure of himself that he insisted he could negotiate a new mortgage/refi. Well, he wasn't able to deliver on his promise, so, in a financially compromised coop, we lost an additional $7,000 b/c that app. fee was non-refundable. Now, suddenly, he's on the board again.
To add to the issue is the following:
• At the last Shareholders' meeting, we couldn't elect a new board b/c we couldn't raise a quorum.
Please help. Informed answers, please. Many thanks!
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Wow. I'm sorry that your co-op is having so many issues. How many units are in your co-op and how many positions are there on the Board?
Let me review your items in order.
"List of Board members that makes no sense."
...Just curious since I've never heard that statement before. In what way doesn't it make sense?
"The Board has the right to appoint Board members."
...If you had a full Board and then one or more Board members subsequently resigned or were removed before the next Annual Meeting, then the Board definitely has the right to appoint or not appoint someone to fill some or all of those Board positions prior to the next Annual Meeting - pandemic or not. It's happened to us several times over the years.
However, we have never been in your position where we don't have a full Board to begin with, so I don't know if it's legal to appoint Board members to fill all vacant Board positions prior to the next Annual Meeting. That's an entirely different situation.
My guess is no. How can you fill a position that no one was elected to in the first place because you didn't have a quorum. But, since I'm not a lawyer, I could be wrong, so I'd suggest contacting the co-op's attorney (if you know who it is) to ask this important question.
"What about the fact that they did so without notifying any shareholders?"
...That is blatantly wrong. They definitely should have notified shareholders of positions being filled on the Board. But, what are the penalties for failing to do so? I don't know. That's another question to ask the attorney.
Unfortunately, I don't think it's illegal to fill Board positions with people that you or I find lacking moral values - even if they were convicted of crimes in a court of law. I'm sure that the prior secretary not taking minutes is a violation of any co-op's By-laws. Again, another question for the attorney.
I know it's a lot of work, but have you tried talking to your fellow shareholders in an effort to organize other people (perhaps yourself) to run for the Board? Seems like the only way to get rid of the current Board is to throw the bums out by electing different people. It's a lot of work, but it's worth it.
That's all I have for you at this moment. I wish you the best of luck. Stay strong. I'm sure there are other shareholders who feel the same as you do. You need to find and organize them.
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